Medtronic sets 4.5939 exchange ratio in MiniMed split-off

Medtronic plc (NYSE: MDT) has announced a final exchange ratio of 4.5939 shares of MiniMed Group, Inc. (Nasdaq: MMED) common stock for each Medtronic ordinary share accepted in its previously announced exchange offer, according to a company statement.

The ratio was capped at the upper limit of 4.5939 after the calculated per-share values of both Medtronic ordinary shares and MiniMed common stock would have produced a higher ratio, as described in a Prospectus filed by MiniMed with the U.S. Securities and Exchange Commission.

Medtronic is offering to exchange up to 225,361,295 shares of MiniMed common stock for outstanding Medtronic ordinary shares. If the exchange offer is oversubscribed, Medtronic said it currently intends to exchange all of its remaining interest in MiniMed, which would involve an additional 27,452,053 MiniMed shares.

Based on the final exchange ratio and assuming the offer is oversubscribed, Medtronic would accept approximately 55,032,401 of its ordinary shares if it elects to exchange its full remaining interest, or approximately 49,056,639 ordinary shares if it does not increase the number of shares to be accepted. The offer is subject to proration if oversubscribed, meaning the number of Medtronic shares accepted may be less than the number tendered.

The exchange offer and withdrawal rights are set to expire at 12:00 midnight New York City time at the end of October 9, 2026, unless extended or terminated. Goldman Sachs & Co. LLC and BofA Securities, Inc. are serving as dealer managers for the transaction.

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